Corporate Freeze-Outs and Squeeze-Outs

Few entrepreneurs start their businesses contemplating future conflicts with their fellow shareholders and business partners. Nevertheless, such conflicts happen even among the closest of family, friends, and others who enter into business together. Belcher Fitzgerald’s business litigation attorneys can help you resolve such disputes. We handle shareholder, member and partnership disputes and litigation involving:

  • Breach of Fiduciary Duty
  • Failure to Pay Dividends or Distributions
  • Usurpation of Corporate Opportunity
  • Minority Shareholder, LLC and Partnership Rights
  • Conflicts of Interest and Self-Dealing
  • Excessive Management Compensation
  • Wrongful Termination
  • Shareholder Oppression or “Freeze-Outs”
  • Share Valuation

When a firm’s majority shareholders take action that pressure minority shareholders to sell their stakes in a company, lock out, terminate or otherwise deprive the minority owner of employment or a say in the company’s decision making that is considered a “freeze out”. When this happens the minority shareholder often is left unemployed, with shares that are not liquid, and with a substantial portion of their personal assets invested in the corporation. Because there is no public market to sell shares in a close corporation, the majority shareholders responsible for the oppression frequently are unwilling to buy back the shares from the oppressed shareholder at their actual value. Fortunately, the law recognizes remedies for oppressed shareholders, such as forcing a buy-out at a fair price, dissolving the corporation and liquidating its assets, removing management, and/or ordering the payment of dividends.

Belcher Fitzgerald’s business litigation attorneys are experienced both defending and prosecuting minority shareholder freeze-out and other shareholder conflict claims. While we are aggressive in our pursuit of litigation when necessary, we are also skilled and practical negotiators and can often resolve such disputes without recourse to expensive and protracted judicial proceedings. As always, our focus is on the needs and impacts to you and your business, not simply on ringing up another win at all costs.



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